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EXHIBIT 10.45
[LOGO]
Date: February 1, 2000
APPLICATION FOR STANDBY LETTER OF CREDIT
The undersigned member hereby applies for a Letter of Credit to be issued
on their account and pursuant to and subject to the terms of the previously
executed Agreement for Advances, Pledge and Security Agreement, the Credit
Policy of the Federal Home Loan Bank of Des Moines ("Bank"), and the
Reimbursement Agreement. This writing incorporates the terms of all negotiations
and is the sole evidence of those negotiations.
It is understood and agreed that:
1. The Bank's officers shall, if needed, disburse the funds pursuant to
the terms of Irrevocable Letter of Credit No. 1110-N00020101.
2. Any funds so disbursed shall be treated as an advance pursuant to the
above-referenced agreements and Credit Policy.
3. The Bank is hereby authorized to draw funds on this commitment and to
transfer the funds from the demand deposit account of the member
pursuant to instructions set forth by the holder of Irrevocable Letter
of Credit No. 1110-N00020101. The total amount of all such transfers
shall not exceed $25,000,000.00. The fee charged for this transaction
is $13,020.83. This authorization will expire at the close of business
on June 30, 2000.
The undersigned officers hereby certify that they are authorized to apply
to the Federal Home Loan Bank of Des Moines for this advance commitment pursuant
to a resolution adopted by the Board of Directors of the undersigned member. The
member agrees that the Bank can accept and rely upon applications executed and
sent via facsimile or electronic transmission. The member shall be legally bound
by the terms of such application.
NAME OF INSTITUTION Amerus Life Insurance Company (#1110)
LOCATION Des Moines, Iowa
BY: /s/ David Hansen BY: /s/ Lois Bagger
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David Hansen Lois Bagger
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Typed Name of Signer Typed Name of Signer
TITLE: Manager, Cash Management TITLE: Investing Accounting Spec.
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NOTE: This transaction is not effective until approved and notice is given to
you by the Bank. If adverse facts develop which make the member
ineligible for Bank advances, the member must provide the Bank with
immediate written notification of its ineligibility and the Bank may
cancel this commitment.
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FOR FHLB USE
Date Approved: 1/28/00 FEDERAL HOME LOAN BANK OF DES MOINES
Notified Via: telephone By:
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Commitment No.: 1110-N00020101 By:
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[HOME LOAN BANK LOGO]
Date: February 1, 2000
LETTER OF CREDIT NO. 1110-N00020101
Ameritas Variable Life Insurance Company
PO Box 82550
Lincoln, NE 68501-2550
Attention: JoAnn Martin
Dear Ms. Martin:
You are hereby irrevocably authorized to draw on the Federal Home Loan
Bank of Des Moines (the "Bank"). Irrevocable Standby Letter of Credit No.
1110-N00020101 for account of Amerus Life Insurance Company, (the "Member"),
available by your drafts at sight upon the terms and conditions hereinafter set
forth, an aggregate amount not exceeding $25,000,000.00 ("Stated Amount").
Funds under this Letter of Credit are available to you against your sight
drafts(s) drawn on us, stating on their face: "Drawn under Federal Home Loan
Bank of Des Moines Irrevocable Standby Letter of Credit No. 1110-N0002101"
accompanied by your written certificate signed by you in the form of Exhibit
"A" attached hereto appropriately completed. Presentation of such draft(s) and
certificate(s) shall be made at our office located at 907 Walnut, Des Moines,
Iowa 50309. We hereby agree that all drafts drawn under and in compliance with
the terms of this Letter of Credit will be duly honored by us upon delivery of
the certificate(s), as specified, if presented at such office on or before the
expiration date hereof. A drawing under this Letter of Credit may also be made
in the form of a writing transmitted by any telecommunication facility sent by
you and received by us at our office indicated above, provided that you
undertake in such writing to send us the appropriate certificate(s) referred to
above within three business days of sending such writing. If a drawing in
respect of payment is made by you hereunder at or prior to 10:00 A.M., Des
Moines, Iowa time, on a business day, and provided that such drawing and the
documents presented in connection therewith conform to the terms and conditions
hereof, payment shall be made to you or to your designee, of the amount
specified, in immediately available funds, not later than 3:00 P.M., Des
Moines, Iowa time, on the same business day. If a drawing in respect of payment
is made by you hereunder after 10:00 A.M., Des Moines, Iowa time, on a business
day and provided that such drawing and the documents presented in connection
therewith conform to the terms and conditions hereof, payment shall be made to
you or to your designee, of the amount specified, in immediately available
funds, not later than 3:00 P.M., Des Moines, Iowa time on the succeeding
business day. If requested by you, payment under this Letter of Credit may be
made by deposit of immediately available funds into a designated account that
you maintain with us. If a drawing made by you hereunder does not, in any
instance, conform to the terms and conditions of this Letter of Credit, we will
give you prompt notice stating the reasons therefore and that we are holding any
documents presented to us at your disposal or are returning the same to you, at
our discretion. Upon being notified that the drawing was not in accordance with
the Letter of Credit, you may attempt to correct any such drawing if, and to the
extent that, you are entitled (without regard to the provision of this
sentence) and able to do so. As used herein "business day" shall mean any day
other than a Saturday, Sunday or a day on which financial institutions in the
State of Iowa are authorized or required by law to close.
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Drawings in respect of payments hereunder honored by us shall not, in
the aggregate, exceed the Stated Amount.
Only you may make a drawing under this Letter of Credit. Upon the payment
to you, to your designee or to your account of the amount specified in a sight
draft(s) drawn hereunder, we shall be fully discharged on our obligations under
this Letter of Credit with respect to such sight draft(s) and we shall not
thereafter be obligated to make any further payments under this Letter of Credit
in respect of such sight draft(s) to you or any other person.
This Letter of Credit shall automatically terminate and be delivered to
the Bank for cancellation upon the earlier of (i) the making by you of a drawing
which reduces the available balance hereunder, to $0, or (ii) June 30, 2000.
This Letter of Credit, except as otherwise expressly stated herein, is
subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce, Publication No. 500 (the "Uniform
Customs"). This Letter of Credit shall be governed by Iowa law, including, but
not limited to, the Iowa Uniform Commercial Code. Communications with respect to
this Letter of Credit shall be in writing and shall be addressed to us at 907
Walnut, Des Moines, Iowa 50309, specifically referring thereon to "Irrevocable
Letter of Credit No. 1110-N00020101."
This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein except
only the certificate(s) and the sight draft(s) referred to herein; and any such
reference shall not be deemed to incorporate herein by reference any document,
instrument or agreement except for such certificate(s) and such sight draft(s).
Very truly yours,
FEDERAL HOME LOAN BANK OF DES MOINES
By /s/ Jerry R. Ferguson
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Authorized Officer
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EXHIBIT A
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CERTIFICATE
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The undersigned, a duly authorized officer of __________, ________________,
____ (the "Payee"), hereby certifies to ______________ (the "Bank"), with
reference to Irrevocable Standby Letter of Credit No. _________, (the "Letter of
Credit"; any capitalized term used herein and not defined shall have its
respective meaning as set forth in the Letter of Credit) issued by the Bank in
favor of the Payee, that:
(1) The Payee is making a drawing under the Letter of Credit with respect
to the payment of amounts due it from ____________.
(2) The amount of the sight draft(s) accompanying this Certificate, namely
$_________, together with the amounts of all previous drafts, does not
exceed $____________.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Certificate as of the ___ day of __________, 20__ .
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By
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